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Mitel to Acquire Polycom for $1.96 Billion

As widely reported in The New York Times, The Wall Street Journal and other media outlets, Paul, Weiss client Mitel Networks Corporation announced that it had entered into a definitive merger agreement to acquire all of the outstanding shares of Polycom common stock in a cash and stock transaction valued at approximately $1.96 billion. Under the terms of the agreement, Polycom stockholders will be entitled to $3.12 in cash and 1.31 Mitel common shares for each share of Polycom common stock, or $13.68 based on the closing price of a Mitel common share on April 13.

The combination of Mitel and Polycom will create a new industry leader, leveraging Mitel's recognized leadership as a pioneer in global communications with Polycom's well-known premium brand and industry-leading portfolio in the conference and video collaboration market. The combined company will be headquartered in Ottawa, Canada and will operate under the Mitel name while maintaining Polycom's strong global brand. Richard McBee, Mitel's Chief Executive Officer, will lead the combined organization. Steve Spooner, Mitel's Chief Financial Officer, will also continue in that role.

The transaction is expected to close in the third quarter of 2016, subject to Mitel and Polycom shareholder approvals, receipt of regulatory approvals and other customary closing conditions. Following the closing, former Polycom shareholders are expected to hold approximately 60 percent and current Mitel shareholders are expected to hold approximately 40 percent of the outstanding Mitel common shares.

The Paul, Weiss team was led by corporate partner Adam Givertz and tax partner Jeffrey Samuels and included corporate partners Manuel Frey and Brian Janson and counsel Stephen Centa, Menachem Kaplan and Andrea Quek; employee benefits partner Andrew Gaines; real estate partner Mitchell Berg; litigation partners Andrew Gordon and Stephen Lamb and counsel Donna Ioffredo; international trade counsel Richard Elliott; antitrust counsel Didier Malaquin and Marta Kelly; environmental counsel William O'Brien; and tax counsel Alyssa Wolpin.

April 15, 2016

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